Spring 2012 Class Descriptions

2 credit(s)Requirement(s): WritingConcentration(s): LLM in Business and Corporate Law (LLMB), Intellectual Property (LLMC), Business and Corporate Law (LLMC), Intellectual Property (JD), Business and Corporate Law (JD)

This course covers the legal principles and some of the tax law applicable to a series of interesting, complex, and current entrepreneurial transactions, utilizing venture capital or private equity financing. The course will cover, time permitting, as many as possible of the following: (1) a new business start up (with emphasis on high technology sectors); (2) a growth equity investment in an existing business enterprise; (3) a leveraged buyout of a private or a public company (including a going-private transaction); (4) use of a flow-through tax entity such as an S corporation, a partnership, or an LLC, for a variety of venture capital or private equity financed transactions; (5) devising an exit scenario for the successful venture capital or private equity financed enterprise (such as IPO, SEC rule 144 sales, or sale of the company); and (6) forming a new venture capital, LBO, or private equity fund. Substantive subjects touched upon include federal income tax, securities regulation, corporate law, partnership law, LLC law, bankruptcy law, fraudulent conveyance law, and other legal doctrines and accounting rules and practical structuring issue relevant to entrepreneurial transactions (including use of common and preferred stocks, convertible debentures and convertible preferred, warrants, and options). The course reviews these in a transactional context and may also consider to some extent their policy underpinnings and likely future evolution. Corporations is a prerequisite. Introductory Income Tax is recommended, and Taxation of Corporations is desirable, as are Securities Law, and Corporate Finance, and related courses.
Note: There are limitations on Intellectual Property (JD) concentration eligibility. Please check the Intellectual Property Concentration web page for more information.Additional Information:Intellectual Property Concentration

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